-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LYeCcKsLmNmjZuPiIO+1ITY3T7hwpJhy2P4eHrBU63Us7mOA0GZPkgDye+0ZCT93 XAzEg0Zr8SJudFJTm2+Bpg== 0000071297-97-000072.txt : 19971124 0000071297-97-000072.hdr.sgml : 19971124 ACCESSION NUMBER: 0000071297-97-000072 CONFORMED SUBMISSION TYPE: U-9C-3 PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971121 SROS: BSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041663060 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-9C-3 SEC ACT: SEC FILE NUMBER: 074-00009 FILM NUMBER: 97726483 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 U-9C-3 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 FOR THE QUARTER ENDED SEPTEMBER 30, 1997 NEW ENGLAND ELECTRIC SYSTEM 25 Research Drive, Westborough, MA 01582
NEW ENGLAND ELECTRIC SYSTEM For The Quarter Ended September 30, 1997 ITEM 1 - ORGANIZATION CHART Percentage Energy or State of voting Name of Reporting Gas-Related Date of of Securities Company Company Organization Organization Held Nature of Business - ----------------- ----------- ------------ ------------ ----------- -------------------------------------- New England Energy, Energy 11/20/72 MA 100 New England Energy, Inc. is engaged Inc./New England in various activities relating to fuel Electric System supply for the System. These activities primarily include participation (principally through a partnership with a nonaffiliated oil company) in domestic oil and gas exploration, development, and production and the sale to NEP of fuel purchased in the open market. Granite State Energy, Energy 04/22/96 NH 100 Granite State Energy provides a range Inc./New England of energy and related services, Electric System including but not limited to sales of electric energy, audits, power quality, fuel supply, repair, maintenance, construction, design, engineering, and consulting. AllEnergy Marketing Energy 09/18/96 MA 50 AllEnergy's principal purpose is to sell Co., L.L.C./NEES energy and provide a range of energy- Energy, Inc./New related services, including but not England Electric limited to, marketing, brokering and System sales of energy, audits, fuel supply, repair, maintenance, construction, operation, design, engineering, and consulting, to customers in the competitive market in New England and New York. Texas Liquids, Energy 12/19/96 MA 44.5 Texas Liquids, L.L.C. engages in L.L.C./All Energy purchasing, marketing, selling, Marketing Co., L.L.C./ and distributing energy NEES Energy, Inc./ commodities and related products New England Electric and services. System
NEW ENGLAND ELECTRIC SYSTEM For The Quarter Ended September 30, 1997 ITEM 1 - ORGANIZATION CHART Percentage Energy or State of voting Name of Reporting Gas-Related Date of of Securities Company Company Organization Organization Held Nature of Business - ----------------- ----------- ------------ ------------ ----------- -------------------------------------- NeXus Energy Energy 05/19/97 MA 9.9 NeXus Energy Software's purpose is to Software, Inc./ develop, implement, produce, market and NEES Global sell software for application in the Transmission, Inc./ energy conservation industry. New England Electric System (new) WeatherWise USA LLC/ Energy 10/10/96 DE 20 WeatherWise USA LLC's purpose is to be AllEnergy Marketing an energy related company to provide Co., L.L.C./NEES energy management, demand side Energy, Inc./ New management, and technical and utility England Electric hedging services to reduce weather System (new) related financial uncertainty of utilities, energy users and others. HydroServ Group, Energy 07/25/97 MA 50 HydroServ Group, L.L.C. engages in L.L.C./NEES Global marketing and selling capabilities and Transmission, Inc./ services relating to hydroelectric New England Electric facilities and other similar facilities Systen (new) nationwide.
NEW ENGLAND ELECTRIC SYSTEM For The Quarter Ended September 30, 1997 Item 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS Type of Principal Issue Cost Person to Collateral Consideration Security Amount of or of Whom Security Given with Received for Company Issuing Security Issued Security Renewal Capital Was Issued Security Each Security - ------------------------ -------- --------- ------- ------- -------------- ----------- ------------- NeXus Energy Series A $1.40/per Issue N/A NEES Global - $1.40/per Software, Inc. preferred share Transmission, Inc. share stock WeatherWise USA LLC Voting $ .5* Issue N/A AllEnergy Marketing - $ .5* rights Co., L.L.C. HydroServ Group, L.L.C. Membership $ .1* Issue N/A NEES Global - $ .1* interest Transmission, Inc. *Expressed in millions, rounded to hundred thousands of dollars
NEW ENGLAND ELECTRIC SYSTEM For The Quarter Ended September 30, 1997 (cont'd.) Item 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS (expressed in millions, rounded to hundred thousands of dollars) Company Company Amount of Contributing Receiving Capital Capital Capital Contribution ------------ --------- ------------ NEES Trust Granite State Energy * NEES Energy, Inc. AllEnergy Marketing Co., LLC 3.5 NEES Global Transmission, Inc. HydroServ Group, L.L.C. .1 * Amounts are less than $100,000
NEW ENGLAND ELECTRIC SYSTEM For The Quarter Ended September 30, 1997 Item 3 - ASSOCIATE TRANSACTIONS (expressed in millions, rounded to hundred thousands of dollars) Part I - Transactions performed by reporting companies on behalf of associate companies Direct Indirect Total Reporting Company Associate Company Types of Services Costs Costs Cost of Amount Rendering Services Receiving Services Rendered Charged Charged Capital Billed ------------------ ------------------ ----------------- ------- ------- ------- ------ N/A Part II - Transactions performed by associate companies on behalf of reporting companies Direct Indirect Total Associate Company Reporting Company Types of Services Costs Costs Cost of Amount Rendering Services Receiving Services Rendered Charged Charged Capital Billed ------------------ ------------------ ----------------- ------- ------- ------- ------ Massachusetts Electric Granite State Energy, Miscellaneous (4) (1) (1) (1) Company Inc. Massachusetts Electric All Energy Marketing Customer Service (1) (1) (1) Company Co., LLC New England Power Co. New England Energy, Inc. Miscellaneous (1) (1) (1) New England Power Co. New England Energy, Inc. Fuel Purchase $5.6 $5.6 New England Power Co. AllEnergy Marketing Power purchase (1) (1) (1) Co., LLC New England Power Co. AllEnergy Marketing Miscellaneous (1) (1) (1) Co., LLC New England Power Co. Granite State Energy, Power purchase $0.2 (1) $0.2 Inc. New England Power New England Energy, Inc. Info Services $0.1 (1) $0.1 Service Co. New England Power New England Energy, Inc. Miscellaneous (2) (1) (1) $0.1 Service Co. New England Power Granite State Energy, Miscellaneous (3) (1) (1) (1) Service Co. Inc. New England Power AllEnergy Marketing Sales Planning $0.1 (1) $0.1 Service Co. Co., LLC New England Power AllEnergy Marketing Service Co. Co., LLC Miscellaneous (5) $0.1 (1) $0.1 (1) Amounts are below $100,000 (2) Represents 9 types of services with each type of service totaling less than $100,000. (3) Represents 6 types of services with each type of service totaling less than $100,000. (4) The customer service portion of the service agreement between Granite State Energy Company and New England Power Service Company has been assigned to Massachusetts Electric Company, in accordance with its terms. (5) Represents 9 types of services with each type of service totaling less than $100,000.
NEW ENGLAND ELECTRIC SYSTEM At September 30, 1997 ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT (expressed in millions rounded to hundred thousands of dollars) Investment in energy-related companies: Total consolidated capitalization as of September 30, 1997 (1) $3,561.8 line 1 Total capitalization multiplied by 15 percent 534.3 line 2 (line 1 multiplied by 0.15) Greater of $50 million or line 2 534.3 line 3 Total current aggregate investment: (categorized by major line of energy- related business) Power marketing and other 5.6 Energy software 1.4 ------- Total current aggregate investment 7.0 line 4 --- Difference between the greater of $50 million or 15 percent of capitalization and the total aggregate investment of the registered holding company system (lines 3 less line 4) $527.3 line 5 (1) Consolidated capitalization includes total common equity, cumulative preferred stock, long-term debt (including long-term debt due within one year), and short-term debt.
NEW ENGLAND ELECTRIC SYSTEM For The Quarter Ended September 30, 1997 ITEM 5 - OTHER INVESTMENTS Reason for Major Line Other Other Difference or Energy-Related Investment in Investment in Other Business Last U-9C-3 Report in U-9C-3 Report Investment - ----------------- ------------------ ---------------- ---------- N/A NEW ENGLAND ELECTRIC SYSTEM For The Quarter Ended September 30, 1997 ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (A) Exhibits 10(f) Service contract between Massachusetts Electric Company and AllEnergy Marketing Company, L.L.C. dated January 1, 1997. 10(g) Certificate stating that a copy of the report for the previous quarter has been filed with interested state commissions. (B) Financial Statements (1) 1-A New England Electric System Consolidated Income Statement for the quarter and nine months ended September 30, 1997 1-B New England Electric System Consolidated Balance Sheet As of September 30, 1997 2-A New England Energy, Inc. Income Statement for the quarter and nine months ended September 30, 1997 2-B New England Energy, Inc. Balance Sheet as of September 30, 1997 3-A Granite State Energy, Inc. Income Statement for the quarter and nine months ended September 30, 1997 3-B Granite State Energy, Inc. Balance Sheet as of September 30, 1997 4-A AllEnergy Marketing Company, LLC Consolidated Income Statement for the quarter and nine months ended September 30, 1997 4-B AllEnergy Marketing Company, LLC Consolidated Balance Sheet as of September 30, 1997 (1) Financial statements for NeXus Energy Software, Inc. and WeatherWise USA LLC were not available as of the filing date. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this report to be signed on its behalf by the undersigned officer thereunto duly authorized. NEW ENGLAND ELECTRIC SYSTEM s/Michael E. Jesanis _______________________________ Michael E. Jesanis, Treasurer November 21, 1997 The name "New England Electric System" means the trustee or trustees for the time being (as trustee or trustees but not personally) under an agreement and declaration of trust dated January 2, 1926, as amended, which is hereby referred to, and a copy of which as amended has been filed with the Secretary of the Commonwealth of Massachusetts. Any agreement, obligation or liability made, entered into or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer or agent thereof assumes or shall be held to any liability therefor. EX-99 2 EXHIBIT INDEX Exhibit No. Description Page ---------- -------------------------------------- -------------- 10(f) Service contract between Massachusetts Filed Herewith Electric Company and AllEnergy Marketing Company, L.L.C. dated January 1, 1997. 10(g) Certificate stating that a copy of the Filed Herewith report for the previous quarter has been filed with interested state commissions. Financial Statement No. Description Page --------- ------------------------------------- -------------- 1-A New England Electric System Filed Herewith Consolidated Income Statement for the quarter and nine months ended September 30, 1997 1-B New England Electric System Filed Herewith Consolidated Balance Sheet As of September 30, 1997 2-A New England Energy, Inc. Income Filed Herewith Statement for the quarter and nine months ended September 30, 1997 2-B New England Energy, Inc. Balance Filed Herewith Sheet as of September 30, 1997 3-A Granite State Energy, Inc. Income Filed Herewith Statement for the quarter and nine months ended September 30, 1997 3-B Granite State Energy, Inc. Balance Filed Herewith Sheet as of September 30, 1997 4-A AllEnergy Marketing Company, LLC Filed Herewith Consolidated Income Statement for the quarter and nine months ended September 30, 1997 4-B AllEnergy Marketing Company, LLC Filed Herewith Consolidated Balance Sheet as of September 30, 1997 EX-99 3 EXHIBIT 10(F) SERVICE AGREEMENT BY AND BETWEEN MASSACHUSETTS ELECTRIC COMPANY AND AllEnergy MARKETING, LLC This Agreement is made and entered into as of the 1st day of January, 1997 (this "Agreement") by and between AllEnergy Marketing Company, LLC, ("Client") having offices at Three University Office Park, 95 Sawyer Road, Waltham, MA 02154 and MASSACHUSETTS ELECTRIC COMPANY ("MECO") having offices at 55 Bearfoot Road, Northborough, Massachusetts 01532. Section 1: Description of Services MECO will provide Client with customer services described in Exhibit A (the "Services"). The descriptions of the Services in Exhibit A are incorporated herein and made a part hereof. Section 2: Extent of Agreement MECO shall exercise all reasonable skill, care and diligence in carrying out the Services, shall carry out its duties in accordance with recognized professional standards and shall provide everything reasonably necessary to complete the Services in accordance with the requirements of this Agreement. Section 3: Term This Agreement shall be in effect as of the date hereof and through the final billing cycle for each Customer (as defined in Exhibit A) following termination of the Mass. Electric Pilot (as defined in Exhibit A), unless earlier terminated by the parties as provided herein. Either party may terminate this Agreement by providing 90 days written notice. Notwithstanding anything to the contrary herein, the obligation to pay the other party money due under this Agreement shall survive expiration and termination of this Agreement. Further, upon expiration or termination of this Agreement the parties shall cooperate with each other in order to complete all outstanding matters related to this Agreement in a timely and orderly manner. Section 4: Payment Terms Payment terms are set forth in Exhibit B, attached hereto and made a part hereof. Section 5: Limitation of Liability In no event shall either party be liable to the other party or to any other third party for any indirect, reliance, multiple, incidental, special, consequential, or punitive damages (including those which arise under M.G.L. c. 93A) connected with or arising out of the Agreement, including, but not limited to, from MECO's performance of any Services hereunder, whether or not either party was advised of the possibility of such damages. In no event shall MECO be liable in contract, tort, or otherwise (including negligence, warranty, or strict liability) for amounts in excess of the total of all amounts earned by MECO in connection with this Agreement, whether or not MECO was advised of the possibility of such damages. Section 6: Warranties MECO and its affiliates, successors and assigns make no WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE with respect to the Services. Section 7: Indemnification To the fullest extent permitted by law, Client shall indemnify and hold harmless, and at MECO's option, defend MECO and its affiliates, and their officers, directors, employees, agents, servants, and assigns (collectively, "MECO Parties") from and against any and all claims and /or liability for losses, expenses, damage to property, injury to or death of any person, including, but not limited to, Client's employees, MECO's and its affiliates' employees, subcontractors and subcontractors' employees, or any other liability incurred by MECO or its affiliates, including expenses, legal or otherwise, caused wholly or in part by any negligent, grossly negligent or willful, act or omission of Client, its officers, directors, employees, agents, servants, or assigns arising out of this Agreement, except to the extent caused by any negligent, grossly negligent or willful, act or omission of the MECO Parties. Section 8: Assignment and Subcontracting MECO shall not assign or subcontract the Services or any part thereof without Client's written consent, which Client shall not unreasonably withhold. Client may not assign its rights or obligations under this Agreement except with the written consent of MECO. Section 9: Independent Contractor MECO is, and shall at all times remain, an independent contractor. Section 10: Entire Agreement This Agreement constitutes the entire Agreement between the parties with respect to the Services and all previous representations, either written or oral, are hereby annulled and superseded. Section 11: No Third Party Beneficiaries The work performed by MECO under this Agreement is for Client's use and benefit only, and not for the use and benefit of any other person, party, or entity. Any use of or reliance upon the work product provided under or in connection with this Agreement by any party other than Client shall be at the sole risk of such party. MECO shall have no liability under contract, third party beneficiary theory, tort, strict liability, or otherwise for any third party's use or reliance upon work performed pursuant to this Agreement. Section 12: Confidentiality MECO agrees to take reasonable measures to hold in confidence all pricing related information provided and specifically designated by Client as Confidential Information, other than that of a clearly public nature or that which Client has acquired from other sources and except as otherwise required to be disclosed by law, regulation or judicial or administrative order. Section 13: Force Majeure MECO shall not be considered in default under this Agreement or responsible in tort, strict liability, contract or other legal theory to Client for damages of any description for any interruption or failure of service or deficiency in the quality or quantity of service, or any other failure to perform if such failure is caused by factors beyond MECO's reasonable control, including without limitation, storm, flood, lightning, earthquake, fire, explosion, equipment failure, civil disturbance, labor dispute, act of God or the public enemy, action of a court or public authority, scheduled or unscheduled withdrawal of facilities from operation for maintenance or repair, or any other cause beyond the reasonable control of MECO; provided, however, that MECO shall use reasonable efforts to remedy or correct any such failure or interruption as soon as reasonably possible. Section 14: Amendments and Modifications This Agreement may not be amended, modified, superseded, or waived, in whole or in part, except by a written instrument signed by authorized representatives of each of the parties hereto. A waiver in one or more instances of any rights under this Agreement shall not constitute a waiver of such rights for other or future instances. Section 15: Enforceability Should any portion of this Agreement be judicially declared invalid, unenforceable, or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, and the parties hereto agree that the portion or portions of this Agreement so held to be invalid, unenforceable, or void shall be deemed to have been stricken and the remainder shall have the same force and effect as if said portions or portions had never been included herein. Section 16: Headings Headings are provided herein for the convenience of the parties and shall not be construed to explain or modify any part of this Agreement. Section 17: Notices Except as otherwise provided in this Agreement, any notices under this Agreement shall be in writing and shall be sufficient if delivered by (I) hand, (ii) U. S. Mail, first class postage pre-paid, or (iii) facsimile, with confirmation of receipt to the parties as follows: For MASSACHUSETTS ELECTRIC COMPANY: Anthony C. Pini Vice President 55 Bearfoot Road Northborough, Massachusetts 01532 Phone: (508) 357- 4610 Facsimile: (508) 357- 4655 For ALLEnergy MARKETING COMPANY, LLC: Marcy Reed Vice President and Treasurer Three University Office Park 95 Sawyer Road Waltham, MA 02154 Phone: (617)642-9502 Fax: (617 642-9504 Section 18: Applicable Law This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts without regard to the principles of conflict of laws contained therein. IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed by its duly authorized representative as of the day and the year first set forth above. AllEnergy MARKETING COMPANY, LLC By: ___________________________________ Title: __________________________________ MASSACHUSETTS ELECTRIC COMPANY By: ____________________________________ Title: ___________________________________ EXHIBIT A SERVICES --------- Client has requested that MECO provide it with customer service support for all of their customers participating in the Massachusetts Electric Company's service territory under the Massachusetts Electric Company Choice: New England Pilot Program ("Mass Electric Pilot"). Customer service support which includes, but is not limited to, providing customer service representatives to answer phone calls from the Clients customers will be provided consistently with the pilot program design, its administrator's rules, and the DPU approval dated April 3, 1996. MECO will provide the Client with a unique toll free (888) phone number that will be printed on the Client portion of the bill. Phones will be answered using the Clients name, responding to a wide variety of call types. Customer service and marketing support will be provided Monday - Friday 8:00am-4:30pm. Calls received after 4:30 will be routed to a voice message box giving the business hours and offering the customer an opportunity to leave a message for a return phone call during normal business hours. Customer Service Support: The MECO customer service staff will answer customer questions pertaining to the Client portion of the bill and perform any research and analysis work needed to resolve a customer's inquiry. The staff will be supplied with bill and payment history for each customer. This history includes total amount due, amount of payments made, and dates of account activity. Sales and Marketing Support: MECO will support sales and marketing programs for the Client. To ensure that quality service is provided to the Client, MECO will develop and deliver training to its customer services representatives and coaches to support the marketing programs of the Client. All sales and marketing materials mailed to prospective or existing customers must be reviewed and signed off on by MECO ten days before material is to be mailed. Charges associated for providing sales and marketing support and training needed to support such services are described in Exhibit B. Reporting: MECO has the ability to develop customized reports outlining pertinent information such as: average speed of answer, number of calls received, average length of call, etc., for all of Client's customers. Requests to create a customized report will result in additional charges in accordance with Exhibit B. Notice of Modifications: MECO will evaluate any request received and quote each on a time and expense basis. Client shall submit all requests for modification to services via certified mail to the following: Massachusetts Electric Customer Service & Operations Center c/o Patrick J. Connelly Director, Customer Service Center 55 Bearfoot Road Northboro, MA 01532 EXHIBIT B PRICING -------- Charges for Customer Service Support: All services outlined under this contract will be provided on a time and expense basis and be invoiced at cost to the Client. Invoices/Payment Terms: Client will receive a monthly invoice from MECO. Payment is due upon receipt. Upon the expiration or termination of the parties' obligations under this Agreement, any monies or other charges due to either party to this Agreement shall be paid within 30 days; provided, however, any refund that arises under Price Adjustment below shall be payable from MECO within 30 days from the date that it has the necessary information to calculate the true up pricing. Bills not paid within the 30 days by either party shall bear interest at the rate of 1 1/2% per month on any unpaid balance. Reporting: MECO will review any request to create a customized report and charge Client on a time and expense basis at actual cost to develop such reports. Training: Any cost incurred as a result of developing, delivering or the actual training of customer service representative and coaches will be tracked and invoiced on a time and expense basis. Voice and Data Communications: MECO will provide Client with access to shared Local Exchange Carriers (LEC) or Long Distance Carriers (LDC) facilities. Client will be invoiced based on their prorated share of all usage and access charges. 1. At the Clients' option, MECO would establish facilities that are exclusively provided by Local Exchange Carriers (LEC) or Long Distance Carriers (LDC). Client would be invoiced for all toll charges and monthly costs associated with this service. Price Adjustment: The charges for customer related services set forth herein will be adjusted to reflect actual costs incurred by MECO based upon the Public Utility Holding Company Act of 1935 and SEC regulations and orders. Said adjustments will be calculated annually following the close of each calendar year applicable to this Agreement. EX-99 4 EXHIBIT 10(G) CERTIFICATE ----------- A copy of the Form U-9C-3 report for the previous quarter (quarter ended June 30, 1997) has been filed with the interested state commissions in accordance with Rule 58 under the Public Utility Holding Company Act of 1935. The names and addresses of such state commissions are as follows: Mrs. Luly Massaro, Clerk Rhode Island Public Utilities Commission 100 Orange Street Providence, Rhode Island 02903 Mary L. Cottrell, Secretary Massachusetts Department of Public Utilities 100 Cambridge Street Boston, MA 02202 Mr. Thomas B. Getz Executive Drirector and Secretary New Hampshire Public Utilities Commisssion 8 Old Suncook Road Concord, New Hampshire 03301 SIGNATURE: NEW ENGLAND ELECTRIC SYSTEM s/Michael E. Jesanis By_______________________________ Name: Michael E. Jesanis Title: Treasurer Date: November 21, 1997 The name "New England Electric System" means the trustee or trustees for the time being (as trustee or trustees but not personally) under an agreement and declaration of trust dated January 2, 1926, as amended, which is hereby referred to, and a copy of which as amended has been filed with the Secretary of The Commonwealth of Massachusetts. Any agreement, obligation or liability made, entered into or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer or agent thereof assumes or shall be held to any liability therefore. EX-99 5 FINANCIAL STATEMENT 1-A NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES Statements of Consolidated Income Period Ended September 30, 1997 (expressed in millions, rounded to hundred thousands of dollars) (Unaudited, subject to adjustment)
Quarter Nine Months ------- ----------- Operating revenue $628.6 $1,844.4 ------ -------- Operating expenses: Fuel for generation 85.9 271.0 Purchased electric energy 134.8 406.5 Other operation 128.3 393.3 Maintenance 33.0 103.5 Depreciation and amortization 63.1 188.2 Taxes, other than income taxes 36.9 112.9 Income taxes 42.1 102.9 ------ -------- Total operating expenses 524.1 1,578.3 ------ -------- Operating income 104.5 266.1 Other income: Equity in income of generating companies 2.5 7.6 Other income (expense), net (4.5) (9.3) ------ -------- Operating and other income 102.5 264.4 ------ -------- Interest: Interest on long-term debt 26.1 80.4 Other interest 5.6 13.2 Allowance for borrowed funds used during construction (.4) (1.4) ------ -------- Total interest 31.3 92.2 ------ -------- Income after interest 71.2 172.2 Preferred dividends of subsidiaries 1.9 5.5 Minority interests 1.6 4.9 ------ -------- Net income $ 67.7 $ 161.8 ====== ========
EX-99 6 FINANCIAL STATEMENT 1-B NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES Consolidated Balance Sheet At September 30, 1997 (expressed in millions, rounded to hundred thousands of dollars) (Unaudited, subject to adjustment)
ASSETS ------ Utility plant, at original cost $5,821.6 Less accumulated provisions for depreciation and amortization 1,956.5 -------- 3,865.1 Construction work in progress 51.0 -------- Net utility plant 3,916.1 -------- Oil and gas properties, at full cost 1,296.3 Less accumulated provision for amortization 1,129.9 -------- Net oil and gas properties 166.4 -------- Investments: Nuclear power companies, at equity 50.3 Other subsidiaries, at equity 43.9 Other investments 109.2 -------- Total investments 203.4 -------- Current assets: Cash 6.5 Accounts receivable, less reserves of $20,395,000 219.4 Unbilled revenues 61.8 Fuel, materials, and supplies, at average cost 73.0 Prepaid and other current assets 71.4 -------- Total current assets 432.1 -------- Deferred charges and other assets 572.1 -------- $5,290.1 ======== CAPITALIZATION AND LIABILITIES ------------------------------ Capitalization: Common share equity: Common shares, par value $1 per share: Authorized - 150,000,000 shares Outstanding - 64,969,652 shares $ 65.0 Paid-in capital 736.8 Retained earnings 934.3 Treasury stock - 149,238 shares (8.7) Unrealized gain on securities, net 3.8 -------- Total common share equity 1,731.2 Minority interests in consolidated subsidiaries 46.2 Cumulative preferred stock of subsidiaries 126.2 Long-term debt 1,481.9 -------- Total capitalization 3,385.5 -------- Current liabilities: Long-term debt due within one year 82.9 Short-term debt 139.7 Accounts payable 133.0 Accrued taxes 25.1 Accrued interest 21.5 Dividends payable 37.0 Other current liabilities 135.3 -------- Total current liabilities 574.5 -------- Deferred federal and state income taxes 723.6 Unamortized investment tax credits 90.1 Other reserves and deferred credits 516.4 -------- $5,290.1 ========
EX-99 7 FINANCIAL STATEMENT 2-A NEW ENGLAND ENERGY INCORPORATED Statements of Income Period Ended September 30, 1997 (expressed in millions, rounded to hundred thousands of dollars) (Unaudited, Subject to Adjustment)
Quarter Nine Months ------- ---------- Operating revenue: Sales of fuel to an affiliate $ 5.7 $ 33.1 Loss passed on to an affiliate (2.4) (18.3) Accrued loss to be passed on to an affiliate 7.1 21.1 Sales to nonaffiliates: Oil 1.1 3.9 Gas 6.7 27.5 ------ ------ Total operating revenue 18.2 67.3 ------ ------ Operating expenses: Purchases of fuel for an affiliate 3.2 14.7 Amortization of cost of fuel reserves 15.6 50.9 Production costs .8 3.2 ------ ------ Total operating expenses 19.6 68.8 ------ ------ Operating income/(loss) (1.4) (1.5) Other income/(expense): Interest expense (0.5) (1.7) State taxes 0.5 (1.1) ------ ------ Operating and other income/(loss) (1.4) (4.3) ------ ------ Federal income taxes: Current federal income taxes 0.5 10.0 Deferred federal income taxes (1.6) (13.2) ------ ------ Net federal income taxes (1.1) (3.2) ------ ------ Net income $ (0.3) $ (1.1) ====== ======
EX-99 8 FINANCIAL STATEMENT 2-B NEW ENGLAND ENERGY INCORPORATED Balance Sheet At September 30, 1997 (expressed in millions, rounded to hundred thousands of dollars) (Unaudited, Subject to Adjustment)
ASSETS ------ Current assets: Cash, including temporary cash investments of $1,725,000 with affiliated companies $ 1.8 Accounts receivable: From sales of coal 3.8 Accrued loss to be passed on to affiliate 21.5 Other 0.2 Prepaid expenses 0.3 --------- Total current assets 27.6 --------- Property at cost: Cost of fuel reserves: Exploration and development costs: Samedan 754.6 Dorchester 67.4 Cost of capital 455.1 Other 39.3 --------- 1,316.4 Less-accumulated amortization (1,129.9) --------- Net cost of fuel reserves 186.5 Work in process - Samedan 3.6 --------- Total property 190.1 --------- $ 217.7 ========= LIABILITIES AND PARENT COMPANY'S INVESTMENT ------------------------------------------- Current liabilities: Accrued exploration and development costs $ 23.7 Accounts payable 4.5 Accrued interest 0.7 Accrued taxes 4.9 --------- Total current liabilities 33.8 --------- Deferred income taxes 59.8 --------- Deferred credit 2.0 --------- Notes payable to banks under credit agreement 125.0 --------- Parent company's investment: Subordinated notes payable to parent 22.7 Common stock, par value $1 per share, and other paid-in capital 0.2 Accumulated deficit (25.8) --------- Total parent company's investment (2.9) --------- $ 217.7 ========= Accrued exploration and development costs: Total (All Samedan) ------------- Exploration $11.7 Development 12.3 Work in process (0.9) Advance 0.6 ------ $23.7 ======
EX-99 9 FINANCIAL STATEMENT 3-A GRANITE STATE ENERGY, INC. Statements of Income (expressed in millions, rounded to hundred thousands of dollars) Period Ended September 30, 1997 (Unaudited, subject to adjustment)
Quarter Nine Months ------- ----------- Operating revenue $0.1 $ 0.4 ---- ----- Operating expenses: Purchased electric energy 0.1 0.4 Other operating expenses - 0.1 ---- ----- Total operating expenses 0.1 0.5 ---- ----- Net loss - $(0.1) ==== =====
EX-99 10 FINANCIAL STATEMENT 3-B GRANITE STATE ENERGY, INC. Balance Sheet At September 30, 1997 (expressed in millions, rounded to hundred thousands of dollars) (Unaudited, subject to adjustment)
ASSETS ------ Current assets: Cash $ 0.1 Customer accounts receivable and unbilled revenue 0.1 ----- Total assets $ 0.2 ===== LIABILITIES AND PARENT COMPANY'S INVESTMENT ------------------------------------------- Parent company's investment: Common stock, par value $1 per share, and subordinated notes payable to parent $ 0.5 Accumulated deficit (0.3) ----- Total liabilities and parent company's investment $ 0.2 =====
EX-99 11 FINANCIAL STATEMENT 4-A ALLENERGY MARKETING COMPANY, LLC Consolidated Income Statements Period Ended September 30, 1997 (expressed in millions, rounded to hundred thousands of dollars) (Unaudited, subject to adjustment)
Quarter Nine Months ------- ---------- Revenues $ 10.8 $41.3 ----- ----- Operating expenses Cost of sales 10.4 39.8 Selling, general and administrative 4.7 10.8 Consulting 0.4 1.1 Member service charges 0.1 0.4 ----- ----- Total operating expenses 15.6 52.1 ----- ----- Operating loss (4.8) (10.8) Other income, net 0.2 0.4 ----- ----- Net loss $(4.6) $(10.4) ===== =====
EX-99 12 FINANCIAL STATEMENT 4-B ALLENERGY MARKETING COMPANY, LLC Consolidated Balance Sheet At September 30, 1997 (expressed in millions, rounded to hundred thousands of dollars) (Unaudited, subject to adjustment)
Assets ------ Cash $ 5.1 Accounts receivable 3.8 Unbilled revenue 1.3 Inventory 5.5 Prepaid expenses 0.4 Other current assets 2.0 ----- Total current assets 18.1 Investment in Weatherwise, U.S.A. 0.5 Fixed assets 0.8 Goodwill 0.3 Other assets 0.1 ----- Total assets $19.8 ===== Liabilities and Members' Equity ------------------------------- Accounts payable $ 2.3 Accounts payable - members 0.2 Accrued expenses 3.5 Unearned revenue 2.4 Other current liabilities 0.2 ----- Total current liabilities 8.6 Capital lease obligation 0.2 ----- Total liabilities 8.8 Members' equity 11.0 ----- Total liabilities and members' equity $19.8 =====
-----END PRIVACY-ENHANCED MESSAGE-----